Carlyle to Acquire SBI Mortgage For About JPY 43 Billion

Just 10 days after the announcement of the acquisition of Sansho Pharmaceutical, Carlyle has announced the commencement of tender offer for share certificates etc., of SBI Mortgage Co. Ltd. Carlyle aims to acquire 100% of the Japan-based mortgage bank, which is engaged in the origination, servicing and securitization of mortgage loans. The total equity purchase value will be approx. JPY 42.7 billion. Alongside with Caryle, SBI Mortgage's current parent SBI Holding will invest JPY 2 billion and Tokio Marine Mezzanine Partners I, which announced its first closing with JPY 25 billion on May 29, will provide JPY 5 billion in the form of preferred shares to the acquiring platform company.  

As SBI Mortgage has issued Korean Depository Receipts (KDR), which are listed on KOSPI, the tender offer is conducted simultaneously in Japan and in Korea from July 1st to August 12th. 

The tender offer price was set at KRW 18,000 / KDR, which represents 42.6% premium over the last 6 month average KDR price or 34.1% over the last 3 month average. Japanese investors, including SBI Holding (51.26%), several SBI-related or managed investment funds and senior management of SBI Mortgage, will convert the KDRs into common shares and subscribe to the tender offer. They aggregately own approx. 71% of the company or approx. JPY 30.3 billion worth of KDRs. Carlyle aims to acquire the reminder of the KDRs through the tender offer in Korea. 

For the FY ending March 2015, SBI Mortgage forecasts JPY 14 billion in operating profit and JPY 2.5 billion in after-tax profit. 

The mortgage company has been rapidly increasing loan assets, increasing from JPY 900 billion in March 2011 to JPY 2 trillion in May 2013, most of which are sold to public and private banks through securitization. With the changing economic environments, the company is now seeing a need for revising its business model that is dependent on long-term fixed rate mortgages.